The Board of Directors recommends the following changes to the Wedge Co-op Articles and Bylaws. A “Yes” vote approves the changes. A “No” vote leaves the Articles and Bylaws as they are now.
Articles of Incorporation
The recommended changes in Article V, Sections 1 and 4 increase the number of Class B and C stock shares the co-op is allowed to issue; increase the price of Class C stock shares from $100 to $500; and allow the board to decide if future dividends on Class C stock will be cumulative or not.
The increase in the number of Class B stock shares is necessary due to the growth of our co-op membership and the accumulation of Class B equity shares over the years.
The change in Class C stock share value, number of shares allowed, and the option to pay cumulative dividends prepares our co-op to raise funds for future improvements and expansions. Class C stock dividends can only be issued in profitable years, although a dividend may be declared in a year that is not profitable. Dividends that are declared but not paid are referred to as cumulative dividends and may be paid when the co-op returns to profitability.
Recommended changes are in italics. The current wording to be replaced is struck through.
ARTICLE V. CAPITAL.
Section 1. The amount of authorized capital stock of the cooperative shall be
eleven million dollars ($11,000,000) and shall be divided into three classes of stock. Class A stock shall consist of fifty thousand (50,000) shares of voting stock with a par value of ten dollars ($10.00) per share for a total of five hundred thousand dollars ($500,000). Class B stock shall consist of nine hundred fifty thousand (950,000) of non-voting stock with a par value of ten dollars ($10.00) per share for a total of nine million five hundred thousand dollars ($9,500,000) . Class C stock shall consist of ten thousand (10,000) shares of non-voting stock with a par value of one hundred dollars ($100.00) per share for a total of one million dollars ($1,000,000) .
Section 4. Class C stock may be issued to holders of Class A stock. Class C stock shall have no voting power. Dividends may be paid on Class C stock at the discretion of the Board of Directors, not to exceed eight percent (8%) per annum.
Dividends, if declared, shall not be cumulative.
In Article IV, Section 7, replace the term “General Manager” with “Chief Executive Officer” in recognition that the job changed with the growth of the co-op to a multi-unit business, and the term “Chief Executive Officer” is more accurate than “General Manager.”
Article IV. OFFICERS
General Manager . The Board of Directors shall employ and supervise a General Manager of this cooperative. The General Manager shall have general charge of the ordinary and usual business operations of this cooperative subject to the direction and approval of the Board of Directors. The General Manager shall properly maintain all business records and accounts of this cooperative. He or she shall provide annual and periodic reports in a form and manner prescribed by the Board of Directors. The General Manager shall employ and discharge employees subject to direction and guidelines approved by the Board. The General Manager shall handle and account for all monies belonging to this cooperative which come into his or her possession in the manner and form prescribed by the Board of Directors.